EXHIBIT 2(b)
FORM OF SUPPORT AGREEMENT
Execution Copy
09/07/95
EXHIBIT C
September 7, 1995
HARLEYSVILLE NATIONAL CORPORATION
Gentlemen:
The undersigned understands that HARLEYSVILLE NATIONAL
CORPORATION and its wholly owned subsidiary, THE CITIZENS NATIONAL
BANK OF XXXXXXXX (collectively, "HNC"), is about to enter into an
Agreement and Plan of Reorganization (the "Plan of Reorganization")
with FARMERS & MERCHANTS BANK (HONESDALE, PA.) ("FMB"), pursuant to
which each of the outstanding shares of FMB Common Stock (as
defined in the Plan of Reorganization) would be converted into the
right to receive shares of HNC Common Stock, as defined and
specified in the Plan of Reorganization.
In order to induce HNC to enter into the proposed transaction,
and intending to be legally bound hereby, the undersigned (the
"Shareholder") represents and warrants and agrees that at a meeting
of shareholders of FMB as contemplated in the Plan of
Reorganization, and any adjournment thereof, the Shareholder shall
vote, in person or by proxy, or cause to be voted, his or her
shares of FMB Common Stock as to which the shareholder has or
shares voting power, individually or, to the extent of the
Shareholder's proportionate interest, jointly with other persons,
as set forth herein and described on Schedule A attached hereto and
incorporated herein by reference in its entirety, as well as other
shares of FMB Common Stock over which the Shareholder may hereafter
acquire beneficial ownership in such capacities (collectively the
"Shares") in favor of the Plan of Reorganization and the
transactions contemplated thereby, and shall use his or her best
efforts to cause the transactions to be effected. The Shareholder
further agrees that he or she will use his or her best efforts to
cause any other shares of FMB Common Stock over which he or she has
or shares voting power to be voted in favor of the Plan of
Reorganization and the proposed transaction, unless such shares are
beneficially owned by the Shareholder as a trustee or fiduciary.
The Shareholder further represents, warrants and agrees that
until the earlier of (i) consummation of the Plan of Reorganization
or (ii) the termination of the Plan of Reorganization in accordance
with the terms thereof, the Shareholder will not, directly or
indirectly:
(a) vote any of the Shares in favor of, or cause or
permit any of the Shares to be voted in favor of, or solicit,
initiate or encourage inquiries or proposals from, or participate
in any discussions or negotiations with, or
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Execution Copy
09/07/95
HARLEYSVILLE NATIONAL CORPORATION
September 7, 1995
Page 2
provide any information to, any individual, corporation,
partnership, or other person, entity or group (other than HNC and
its officers, employees, representatives and agents) concerning,
any sale of assets, sale of shares of capital stock, merger,
consolidation, share exchange, plan of liquidation,
reclassification, or similar transactions involving FMB, which
would have the effect of any person other than HNC acquiring
control over FMB, or any substantial portion of its assets. As
used herein, the term "control" means (i) the ability to direct the
voting of 20 percent or more of the outstanding voting securities
of a person having ordinary voting power in the election of
directors or in the election of any other body having similar
functions or (ii) the ability to direct the management and policies
of a person, whether through ownership of securities, through any
contract, arrangement or understanding or otherwise; and
(b) pledge, hypothecate, grant a security interest in,
sell, transfer or otherwise dispose of or encumber any of the
Shares, except by gift, and will not enter into any agreement,
arrangement or understanding which would, during that term (i)
restrict, (ii) establish a right of first refusal to, or (iii)
otherwise relate to the transfer or voting of the Shares; except
the pledge, hypothecation or grant of security interest in
connection with a renewal of an existing loan, the pledge,
hypothecation, grant of security interest, or a transfer or other
distribution in connection with a bankruptcy proceeding or a court
ordered liquidation, or a transfer or other disposition upon the
death of the Shareholder under the laws of descent and
distribution.
It is understood and hereby agreed that this Agreement: (i)
relates solely to the capacity of Shareholder as a shareholder or
beneficial owner of the Shares and is not in any way intended to
affect the exercise of Shareholder's responsibilities and fiduciary
duties as a director or officer of FMB; (ii) shall in all respects
be governed by and construed under the laws of Pennsylvania, all
rights and remedies being governed by such laws; and (iii) shall be
binding upon and inure to the benefit of, and shall be enforceable
by, the parties hereto and their respective personal
representatives, successors and assigns, except that neither party
may transfer or assign any of its respective rights or obligations
hereunder without the prior written consent of the other party or,
if by HNC, in accordance with the Plan of Reorganization.
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